Millson Associates Ltd – Standard Terms and Conditions of Business

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The following standard Terms and Conditions of Engagement shall apply unless amended in writing by the Consultant prior to commencement of work.

1. Definitions

1.1 “Agreement” means these Terms and Conditions of Engagement read in conjunction with the Consultant’s proposal. In the event of any conflict these Terms and Conditions of Engagement shall prevail.

1.2 “Millson Associates” means together the legal entities that comprise Millson Associates Ltd, a list of which can be inspected at any Millson Associates office or on the website.

1.3 “Consultant” means the relevant legal entity in the Millson Associates Group providing the Services as stated above.

1.4 “Client” means the person, company, authority, agency or other body named above who instructs the Consultant to carry out the Services, and this Agreement is between the Consultant and the Client. In the case of more than one Client, it means each of the named parties listed, who together shall be represented in all matters by the “Instructing Client”.

1.5 “Instructing Client” means the first named party in the definition of the “Client”.

1.7 “Services” means the scope of services to be executed by Millson Associates as separately described in the proposal or as subsequently amended in writing.

1.8 “Completion” means in relation to the Services the date of issue of the Consultant’s final fee invoice, termination of the Consultant’s engagement under this Agreement, or (where appointed for construction stage services) practical completion under the building contract, whichever is the earlier.

2. Services

2.2 The Consultant shall carry out its Services and obligations under this Agreement with reasonable skill and care. The Services are set out in the accompanying proposal. Where architectural design services are to be provided, if not set out in the fee letter, the Services shall be in accordance with the Schedule of Services 2010 as published by the RIBA current at the date of this Agreement.

2.3 The Services may be amended only by written agreement between the Client and the Consultant. Unless otherwise agreed in writing any additional services, variations or changes of instruction shall be subject to this Agreement.

2.4 The Instructing Client will nominate one individual with full authority to act as its representative.Unless confirmed otherwise by the Client in writing this shall be the person to whom the Consultant

addressed its fee letter. The Consultant shall be entitled to rely on any instruction of the representative as an instruction of the Client.

2.5 The Client may appoint other consultants (including where required a CDM Advisor) necessary for the proper progress of the project and to enable the Consultant to perform the Services.

3. Fee

3.1 The Fee shall be the sum set out in the Consultant’s proposal accompanying this Agreement. Where no fixed or percentage fee is agreed, remuneration for the Services, any additional services, variations or changes of instruction shall be on an hourly rate basis, plus expenses and VAT. The rates will be reviewed annually on 1st April.

3.2 Where a percentage fee is stated it shall be calculated on the final gross construction cost, unless otherwise stated. Until this has been ascertained, it shall be based on the estimated contract value of the project, including any element relevant to the Consultant’s Services.

3.3 Budget cost guides for provision of the Services will be provided on written request and will be based on experience, but since all projects are unique they shall be deemed to be indicative only. The Consultant will endeavour to advise the Client when a budget figure is reached. All budget figures will be net of expenses and VAT unless otherwise agreed in writing.

3.4 The Fee excludes Planning Application, Building Regulation and Local Authority fees and unless explicitly included within the Fee Letter, survey costs. Such fees and costs shall be paid directly by the Client to the Local Authority or consultant concerned. Where a fee stage is related to a Local Authority decision, this is deemed to be the point of committee resolution rather than the issue of a decision notice which may be related to other legal agreements. The Client acknowledges that, by its very nature, the planning permission process itself is beyond the Consultant’s control and no guarantee can be given that any permission will be granted.

3.5 The Fee excludes all reimbursable costs and expenses reasonably incurred in the course of providing the Services in respect of travel, accommodation, subsistence, printing and other necessary expenses which will be charged in addition to the Fee. Exceptional items of expenditure will be agreed with the Client, and the Consultant reserves the right to require payment in advance for such items. This includes the obtaining of legal advice or instruction of specialist counsel on behalf of the Client but the Consultant accepts no liability for any direct instructions or legal advice.

3.6 The Fee excludes any costs associated with copyright or licence fees relating to any material supplied by the Client. The Client shall be responsible for obtaining and paying all fees in respect of copyright approval licences and obtaining all other necessary permissions for all copyright materials provided to the Consultant for inclusion in the Services.

4. Payment

4.1 In the case of more than one Client, or where the Fee is to be allotted between Clients, the Instructing Client shall be responsible for procuring payment of all Fees and any sums due under this Agreement, but each Client shall remain jointly and severally liable for payment. Subject to clause

4.6, non-payment by any Client of any sum due to the Consultant will be deemed to be a breach of this Agreement.

4.2 Unless otherwise agreed in writing the Fee shall be payable monthly on account, or earlier if the Services (or the part instructed) have been completed or documentation prepared by the Consultant for formal submission is withheld or withdrawn by the Client for reasons unrelated to the Services.

4.3 The Fee and other charges become due at the date of the Consultant’s invoice (the “Due Date’) and payment shall be made in full within 28 (twenty-eight) days of that date (the “Final Date for Payment’). Any queries in respect of an invoice must be raised in writing within 7 (seven) days of the Due Date. VAT and/or any applicable local taxes or withholding charges shall be payable at the prevailing rate on all invoices rendered.

4.4 All Fees and other charges shall be paid in GB£ pounds sterling unless otherwise agreed. Where payment is agreed in another currency, Fees will be calculated in GB£ pounds sterling and invoiced at the Barclays Bank plc exchange rate prevailing at the date of invoice. All charges and expenses incurred in other currencies shall be reimbursed in GB£ pounds sterling at the exchange rate prevailing on the date incurred.

4.5 If the Client requests the Consultant to invoice a third party then any agreement by the Consultant for the rendering of invoices to such third party shall not constitute novation or assignment of this Agreement.The Client shall remain liable for the payment of all sums until full payment is received from the third party.

4.6 If full payment is not made by the Final Date for Payment, the Consultant shall be entitled to charge interest on overdue sums at 9% per annum above Barclays Bank plc base rate calculated on a daily basis.

4.7 Where the Consultant has made an application for payment in accordance with clause 4.3 then if the Client intends to pay less than or set-off from the sum applied for by the Consultant it must serve a written notice on the Consultant not later than 5 (five) days before the Final Date for Payment specifying the amount it considers due to the Consultant at the date of the notice and the basis upon which that sum has been calculated. If notice is not given in accordance with this clause 4.7 the amount to be paid by the Client shall be the sum stated in the Consultant’s application for payment.

4.8 If any sums due to the Consultant under this Agreement have not been paid in full by the Final Date for Payment and no effective notice has been given by the Client in accordance with clause 4.7 then, without prejudice to any other rights of the Consultant, the Consultant may suspend performance of any or all of its Services or obligations under this Agreement by written notice to the Client stating the ground or grounds on which it is intended to suspend performance, and in the case of suspension of a part specifying the part to be suspended. Such suspension shall commence 7 (seven) days after the date of issue of such notice.

4.9 The Consultant shall be entitled to reimbursement by the Client of a reasonable sum to cover costs and expenses reasonably incurred by the Consultant as a result of exercising its right to suspend in accordance with clause 4.8. The Consultant’s right to suspend shall cease immediately on payment in full by the Client of all sums due to the Consultant.

5. Legislation and Standards

5.1 The Client hereby acknowledges the Consultant has drawn the Client’s attention to duties imposed on the Client by the Construction (Design and Management) Regulations 2015 as amended (the “CDM Regs’).

5.2 Where appointed for design disciplines, the Consultant shall carry out such “Designer” as detailed in CDM 2015. The Consultant’s obligations under this Agreement do not include the duties or responsibilities of a “Principal Designer” or the collation of Pre Construction Information or preparation of a Health & Safety file (as defined in the CDM Regs). The Client acknowledges that they are required to appoint a Principal Designer which should be done and acknowledged in writing, under the CDM Regulations. Failure to do this, they will be deemed to be undertaking this role themselves, and will be expected to perform the associated duties.

5.3 Any comment or guidance provided by the Consultant with regard to scheme design by others is based on its reasonable interpretation of prevailing Government and Local Authority planning policies. Responsibility for applying such advice to the scheme design remains that of the consultant designer or architect appointed to design the scheme (which may be a party other than the Consultant) and that party shall be responsible for the application of any such comment or guidance to the design of the project.

5.4 The Client acknowledges that it may have obligations and responsibilities under legislation relating to property transactions and the building and construction industries. The Consultant strongly recommends that the Client obtains appropriate advice from the Client’s property, legal and taxation and other professional advisers before proceeding with any development.

5.5 The Client also acknowledges that the Consultant has drawn attention to duties imposed under the Data Protection Act 1998, the Copyright, Designs and Patents Act 1988 and any amendments.

6. Drawings, Documents and Data

6.1 Outline planning applications are normally required to be supported with indicative designs, layouts or illustrations of principles of development. While the Consultant will use its reasonable endeavours to ensure accuracy, these drawings are intended to serve as a guide to the broad nature, density and composition of development and should not be regarded as definitive. Final development schemes may show more or less development than the original indicative layouts depending on the development control criteria prevailing at the time of implementation of the final scheme.

6.2 In the event that a planning permission is granted the Consultant shall have no responsibility for the ongoing implementation or non-implementation of the planning permission (including but not limited to clearance of conditions or other matters requiring resolution, for example Section 106 Planning Obligations) unless agreed in writing.

6.3 All data or information to be included in the Services is to be provided by the Client, or others as advised by the Client, in due time before commencement of the Services. The Consultant shall not be liable for the accuracy or content of such data or information (including but not limited to planning histories and site survey information by Local Authorities, statutory undertakers and any third party) when incorporated into the work or Services or for any resulting errors or omissions.

6.4 No drawing or schedule prepared or produced by or on behalf of the Consultant in any format shall be used by any party to define a boundary, area or areas to be included as part of the sale, lease, exchange or entitlement of either land or physical space unless specifically agreed in writing with the Consultant. In particular the Consultant expressly excludes any and all liability that might otherwise arise as a consequence of performing its Services and duties under this Agreement by the operation and/or application of the Property Misdescriptions Act 1991 the Property Misdescriptions (Specified Matters) Order 1992 the Copyright, Designs and Patents Act 1988and any amendments.

6.5 If in the course of providing the Services the Consultant has agreed to prepare project implementation drawings but no on-site involvement is included in the Services, the Consultant shall have no liability for any errors or omissions arising therefrom unless it is provided at the appropriate time with full details of and given adequate opportunity to resolve any conflicts between site dimensions/conditions and construction elements produced from such drawings.

6.6 When investigating and using innovative technologies in the development of scheme solutions the Consultant shall not be liable for any failure of such technologies to meet intended environmental or sustainability targets.

7. Copyright & Intellectual Property

7.1 Copyright and all other intellectual property rights in all documents drawings and other media and the designs contained in them prepared by or on behalf of the Consultant (the “Documents”) and in any work executed from the Documents shall remain with the Consultant. Subject to clause 8.2 and to the Consultant receiving full payment of all fees and charges properly due under this Agreement, the Client shall have a licence to copy and use the Documents for any purpose relating to the Project but not to reproduce the intellectual property or designs contained in them for any extension of the project, or for a separate project.

7.2 Where the Consultant is engaged for only part of a project, or the Client wishes to use the Documents to continue the project, or for an extension or a separate project, the Client may make use of the Documents subject to payment of a copyright fee equal to 3.75% (three point seven five percent) of the anticipated final construction cost of the project unless otherwise agreed, and that the Consultant has the right to use the services for which they have been appointed as part of this Agreement for the purposes of promotion.

7.3 The Consultant shall not be liable for the use of the Documents by the Client or any other party for any purpose other than that for which they were prepared by or on behalf of the Consultant.

8. Insurances

8.1 The Consultant shall effect professional indemnity insurance to the Limit of Indemnity for any one claim or series of claims arising out of any one event in respect of any negligent act error or omission on the part of the Consultant in its performance of the Services, but excluding pure economic and/or consequential loss and excluding liability for claims in connection with pollution and contamination, asbestos, terrorism or toxic mould. The Consultant shall use reasonable endeavours to maintain such insurance from the date of this Agreement until the expiry of 6 (six) years from the date of Completion (as defined in clause 1.8) provided such insurance remains available at that level on the open market at commercially reasonable rates and terms.

10. Suspension and Termination

10.1 The Agreement may be terminated by either party on the expiry of 14 (fourteen) days notice in writing. Termination or suspension by the Client shall be subject to the payment of outstanding Fees, expenses and reimbursable costs.

10.2 The Client may suspend the Services for a maximum of 3 (three) months on giving written notice. If at the end of this period it has not instructed the Consultant to resume the Services, the Consultant may terminate this Agreement after first giving 14 (fourteen) days notice in writing. On resumption of the Services following any suspension there shall be a fair and reasonable increase in the Fee commensurate with the additional costs, if any, to the Consultant of performing the Services.

10.3 If the Client continues in its failure to make full payment after the expiry of 14 (fourteen) days from the date of a suspension notice under clause 4.7 the Consultant may immediately terminate its engagement under this Agreement by notice in writing.

10.4 The Consultant shall give immediate notice in writing to the Client of any circumstances arising from force majeure which makes it impracticable for the Consultant to carry out any of the Services and the Consultant shall seek to agree an appropriate course of action with the Client.

10.5 Termination of this Agreement shall be without prejudice to the accrued rights and remedies of either party.

11. Limitations

11.1 The Client hereby acknowledges that: (i) it may have obligations and liabilities to third parties in respect of the project and, in particular, in respect of how the project is developed and valued; (ii) the Consultant is only liable for the Services; and (iii) the Consultant has no obligation or liability to the Client in respect of any claims made by any third parties arising out of or incidental to the performance of the Services.

11.2 Where there is more than one Client, in the event of a difference or dispute all Clients agree that the Instructing Client will act as the intermediary for all communications. Any claim or proceedings (which for the purposes of this Agreement shall be deemed to include any form of alternative dispute resolution) shall only be brought by the Instructing Client but all Clients shall remain jointly and severally liable for any settlement, award or judgment in the Consultant’s favour.

11.3 The Client acknowledges that Philip Millson Associates Ltd is a private limited company. The Client agrees not to bring any claim personally against any individual employee or consultant of Philip Millson Associates for any loss or damage incurred by the Client resulting from their acts or omissions in the performance of the Services or obligations under this Agreement, save in the circumstances where the court determines it appropriate.

11.4 In no event will the Consultant be liable for any special, incidental, indirect or consequential and/or pure economic loss or damages of any kind however arising. Where providing online services the Consultant shall have no liability for any damages whatsoever including without limitation those resulting from loss of use, data or profits, whether or not advised of the possibility of damage, or under any theory of liability, arising out of or in connection with the use of any online services or the information and application services provided under the online services.

11.5 The Consultant’s maximum aggregate liability under or in connection with this Agreement whether in contract in tort (including for negligence) for breach of statutory duty or otherwise at law shall be limited to the Limit of Indemnity including any contractual or statutory interest.

11.6 Notwithstanding the limitation in clause 11.5 the Consultant’s liability shall be further limited to such sum as it would be just and equitable for it to pay having regard to the extent of its responsibility for the cause of loss or damage suffered on the basis that all others who have contributed to the cause shall be deemed to have provided contractual undertakings to the Client on terms no less onerous than this Agreement and shall be deemed to have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of their contribution to the cause of such loss or damage. For the avoidance of doubt any limitation or restriction on liability to the Client of another resulting from joint insurance or co-insurance shall be disregarded for the purposes of this clause 11.6.

11.7 No action or proceedings arising out of or in connection with the Services or for any breach of this Agreement whether in contract in tort (including for negligence) for breach of statutory duty or otherwise at law shall be commenced against the Consultant after the expiry of 6 years from the date of Completion.

11.8 Clauses 11.3 to 11.7 shall only apply to the extent permitted by law.

12. Terms of Agreement

12. For the avoidance of doubt, nothing in this Agreement confers or is intended to confer on any third party any benefit or the right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

13. This Agreement shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English Courts. The duplicate of the accompanying Fee letter should be signed by the Instructing Client and returned within one week to the Consultant as acceptance of the fee proposal and this Agreement, retaining the original for the Client’s records along with these Terms and Conditions of Engagement. In the meanwhile, the Client will be deemed to be in agreement if it continues to instruct the Consultant on the scope of Services described in the accompanying Fee letter or any part thereof after receipt of the letter and agrees that this Agreement will form the basis of the Consultant’s appointment unless agreed otherwise in writing between the parties.

Philip Millson Associates Ltd adheres to the principles of the Bribery Act 2010 with a commitment to carry out its business fairly, honestly and openly in the performance of its services.